Terms & Conditions

We will provide the Services to you with reasonable care and skill and in compliance with Applicable Law.

If there is a fault, we will use reasonable commercial endeavours to promptly correct the fault in the Service, or provide you with an alternative means of accomplishing the desired performance. However where:  

3.2.1 the fault is caused by your negligence or your failure to follow our reasonable instructions as per clause 4.3 we will charge you for fixing the fault

3.2.2 you are not responsible for the fault and we can’t fix the fault then we will refund you for the Services you have paid for but which you could not use, from the date when you let us know us about the fault.

This is your sole remedy for where there is a fault with the Services. Where the Services are not working and we are not able to fix the fault you will have the right to end this Agreement, other than in the circumstances described in 3.2.1 above.

If you have used the Service outside of the instructions we gave you, or failed to follow our guidance in any documentation or if the Services are modified by someone other than us then we will not be bound by clause 3.2

We do not warrant that your use of the Services will be uninterrupted or error-free or that the Services will meet your requirements. Neither do we accept responsibility for any delays, or any other losses resulting from the failure of any communications networks or infrastructure, or any cybersecurity breaches.

You agree that the Services may be subject to limitations, delays and other problems inherent in the use of cloud-based technologies and communications networks and infrastructure generally.

The Services we provide are solely advisory in nature and are not intended to form the sole or principal basis of decision-making by you or any other person, or to be relied upon to alert you to any existing or future malfunction of a Machine. You bear sole responsibility for interpreting the Output Data and taking any action (or not) based on the Services.

We may change the way in which we provide the Services so long as they are not materially adversely affected. If we introduce or remove features of the Services we will tell you 30 days beforehand.  

We may update Software automatically from time to time at no extra charge to you.

Once you have signed a MachineMax Order Form you may not amend it. We will the provide the Services under this Agreement to the exclusion of other terms & conditions which you may set out on the MachineMax Order Form or in any other document.

Each MachineMax Order Form is an agreement by you to buy the Services specified within it subject to this Agreement. By signing the MachineMax Order, you confirm that you are registered as a business, you are authorised to sign on behalf of your business, you are authorised to agree to the terms of this Agreement and the Services are intended for your use only.

The Subscription Fee will be invoiced annually in advance on each anniversary of the Commencement Date for the term of the Agreement unless otherwise specified in the MachineMax Order Form.

Invoicing will commence the later of 30 days from the Commencement Date, or, if relevant, 30 days from the receipt of the Equipment.

During the Initial Term of this Agreement, should you require additional Services and/or Equipment as set out on a new MachineMax Order Form, we will provide the Services for the initial term agreed on that new MachineMax Order Form and the terms of that new Order Form shall apply.

We will increase the Subscription Fees on each anniversary of the Commencement Date for the duration of our Agreement by the rate of inflation set out in the UK Retail Price Index plus 5%.

You will be responsible for paying any costs, in addition to the Subscription Fees, relating to the delivery of Equipment or for any additional Services and for any applicable Taxes relating to the provision of the Services.

All amounts shown are exclusive of VAT or any other applicable sales Taxes. You are liable for any Taxes required to be withheld or deducted under Applicable Law from a payment due to us under this Agreement (and associated interest and penalties if any), so that the net amount that we receive is not less than the amount invoiced to you.

Payment of all amounts due from you under this Agreement will be made in accordance with the Payment Terms. Unless agreed otherwise under the Payment Terms, payments will be due in pounds sterling. We will send you electronic invoices.

If you fail to make a payment on time we may levy an administration fee, cancel or suspend the Services and charge interest at an annual rate of 4% above the Bank of England base rate for every day of delay.

We shall not grant any type of unlawful advantage, whether direct or indirect, financial or in kind, to any representative or employee of a private company or to any person acting, with any public authority or exercising any regulated activity, with the aim of unduly influencing, obtaining or maintaining a decision, abstention, or intervention (including business relationships, benefits or licenses or government authorizations) that could affect or promote our activities and/or encourage the purchase of Goods or Services.  

No person other than you or all the relevant Affiliates will pay an invoice without our prior written consent.

Each Party agrees that it is familiar with, and will comply with, all Applicable Laws relating to anti-bribery and anti-money laundering.

You guarantee that your payments under this Agreement will not constitute the proceeds of crime in contravention of anti-money laundering laws.

Each Party may terminate the Agreement immediately by giving the other Party written notice if, in the notifying Party reasonable opinion, the other Party is in breach of any of the provisions of this clause and cannot provide evidence that the other Party has complied with this clause.

Delivery of the Sensor Package will be to the delivery address that you nominate in your Order. We will use reasonable endeavours to deliver the Sensor Package by the Delivery Date.

We will deliver the Equipment to the address you tell us. We will use our reasonable endeavours to deliver the Equipment to you on time. You will acquire title and risk in the Equipment from the day that we moment in time we deliver it to you at the address you tell us.

You are solely responsible for installing and commissioning the Equipment in accordance with our instructions unless we are providing you with On-site Services (see clause 10 below). You agree to follow the installation manual included in the Documentation and comply fully with all reasonable installation instructions that we provide to you.

When this Agreement comes to an end, you agree that we have the right to buy the Equipment back from you at the price indicated on the Order Form. We will arrange for collection of the Equipment at which point in time risk of loss, theft, damage, or destruction together with title in the Equipment will return to us.

We may provide you with on-site Services to supervise the installation, commissioning, and maintenance of the Equipment (On-site Services). The fees for any On-Site Services will be agreed with you in advance in writing.

When on site we shall comply with any social, environment, health and safety rules specified Applicable Law.

We warrant that we will provide any On-Site Services with reasonable care and skill and that the any Equipment provided as part of the On-Site Services shall be of a grade and quality to meet all specifications of their required use for the relevant site and shall be suitable for the purpose for which it is reasonably intended.

All other warranties and representations in respect of On-site Services are expressly excluded. If you notify us of a possible breach of the foregoing warranty, we will investigate the matter and subject to this breach being caused by us we shall re-perform the deficient services.  

When visiting yours or a third party’s premises to provide On-site Services, both your and our employees and contractors will observe all rules or regulations that are in force on such premises. You will inform us of hazards reasonably associated with the provision of the On-site Services. You or we may keep or withdraw personnel from any site without any liability for delay or otherwise if that site represents a danger to the safety of any person.

Indemnity relating to On-site Services. You and We (in each case an “indemnifying Party”) will release, indemnify, defend and hold harmless the other Party (in each case an “indemnified Party”) and its Affiliates for all losses, damages and claims in respect of: (i) death, injury, or disease of the indemnified Party’s own employees or those of its Affiliates or (ii) or damage to or loss of property owned by an indemnified Party or that of its Affiliates, in each case relating to or resulting from the On-site Services. The indemnifying Party’s obligations under this clause apply: (i) regardless of the cause of the loss, damage or claim; and (ii) regardless of the negligence, breach of statutory or other duty, or other fault of the indemnified Party; provided that such obligations shall not apply to the extent the loss, damage or claim was caused by the gross negligence or wilful misconduct of managerial or senior supervisory personnel of the indemnified Party.

This clause 11 is applicable to Equipment only.

If, during the term of this Agreement or before the end of the Equipment Lifetime, you believe that Equipment delivered to you is defective, you will let us know as soon as possible and you will comply with our reasonable instructions to remedy the defect. You will then at your cost and your risk, return the Equipment to us, if we ask you to, so that we may inspect it.

If, following inspection, we attribute the defect to our failure or negligence any repair or replacement shall be at our expense; and we shall refund your costs incurred in returning the relevant Equipment. We shall then, at our option, repair or replace the defective Equipment. If, following inspection, we attribute the defect to your failure to follow our oral or written instructions as to the storage, installation, use, maintenance or remediation of the Equipment; or to any alteration or repair of the Equipment without our written consent; or to fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; then any repair or replacement shall be at your expense.

If you ask us we will replace any lost, stolen or destroyed Equipment upon payment of a replacement fee of as set out on our website.

We will provide suitable replacement Equipment that will allow the continuation of the Services following the end of the Equipment Lifetime, and this will be charged at the then current price for that replacement Equipment

We may restrict or suspend the Services where we either need to do maintenance, or we implement a change under clause 3.6 (changing the way we deliver the Services). If the Services are then not available for more than one day then we will refund you pro rata. If we decide to restrict or suspend the Services for these reasons we will let you know at least 15 days before any suspension is due to start.

We may also restrict or suspend the Service where you fail to pay us on time, or you have breached the Online Terms and Conditions of Use, or to protect the integrity and/or security of our network or the MachineMax Platform. We will then not refund you and you will still be liable to pay the Subscription Fees. We may also charge you to re-connect the Services after suspension.  

Either Party may end the Agreement on the expiry of the Initial Term, by notifying the other Party 60 days before the end of the Initial Period of their intention to end the Agreement.

Thereafter either Party may terminate the Agreement on the expiry of a Renewal Term by giving the other Party not less than 60 days prior written notice of termination, such notice to take effect at the end of the applicable Renewal Term.

Either Party may terminate this Agreement immediately on written notice to the other Party if: the other Party materially breaches the Agreement and, where it is possible to remedy the breach, they fail to remedy the breach within 30 days after notice of the breach; or the other Party materially breaches the Agreement and it is impossible to remedy the breach; or the other Party undergoes an insolvency event, including but not limited to declaring itself bankrupt, appointing a receiver or an administrator, going into either receivership or administration, or declaring that it is unable to pay its debts.

For the purposes of this clause the following events are considered Force Majeure events: any event that neither of us can control and that stops or delays one of us from performing its obligations under this Agreement, including a flood, a storm, lightning, a drought, an earthquake, or seismic activity; a global epidemic or pandemic; a terrorist attack, civil war, civil commotion or riots, war, the threat of war, preparation for war, an armed conflict; an imposition of sanctions, an embargo or a breaking-off of diplomatic relations; any law made or any action or sanction taken by a government or public authority, including not granting or revoking a licence or a consent; collapsing buildings, a fire, explosion or accident; failure or delay caused by any internet service provider, User application, device, or system, or third Party services, or any third party cyber-attack, including a denial of service attack.

If the Force Majeure event causes the Services to be unavailable continuously for more than 60 days, either of us may terminate this Agreement by giving written notice to the other Party. We will not be liable to you for any losses suffered by you because of this termination.

If the Force Majeure Event has ceased before notice to terminate is received by one of us, the right to terminate set out above will cease and the notice will have no effect.

On termination or expiry of this Agreement your access to and use of the Services shall automatically cease, however you will be able to request us to provide a download of all Input Data in relation to your Machines for 90 days after the date of termination: and

When the Agreement ends you will immediately pay us all outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, we may submit an invoice which shall be payable as per the Payment Terms.  

Upon expiry of the Agreement all licences granted to you under this Agreement shall immediately terminate; and you agree to sell back to us the Equipment pursuant to clause 9.4 .

Termination of this Agreement will not affect yours or ours accrued rights.

Neither Party shall be liable to the other Party under this Agreement for loss of actual or anticipated profit, loss of production or business, losses caused by business interruption, loss of goodwill or reputation, or any indirect, punitive, special or consequential cost, expense, loss or damage, loss of Data, whether brought by, suffered, or otherwise incurred by the other Party.

The maximum aggregate liability of either Party to the other in respect of claims or losses arising under this Agreement, whether as a result of breach of contract, breach of warranty, breach of statutory duty, negligence or other tort or otherwise, shall not exceed the Subscription Fees payable in respect of the Initial Term plus any fees payable in respect of On-site Services.

The limitation of liability described in 16.1.2 shall not apply to any claims arising from:

16.3.1 breach of Confidentiality as described in Clause 18,

16.3.2 wilful misconduct or gross negligence,

16.3.3 any other liability which cannot be excluded or limited by Law,

16.3.4 those claims made under clause 16.4 specified as being uncapped.

You will indemnify and hold us harmless against all claims arising out of (i) any delay or failure by you to meet any of your obligations under clauses  7 (Payment), 17 (Intellectual Property and Trade Marks) and  18 (Confidentiality); and (ii) arising out of or in connection with the use of the Services by any third party, unless the claim is caused by the wilful misconduct of our managerial or senior supervisory personnel. Your liability shall not exceed the Subscription Fees payable in respect of the Initial Term, save for any claims made under this clause 16.2.1 which relate to clause 17 (Intellectual Property and Trade Marks), clause 18 (Confidentiality), or in relation to any claim to which clause 16.3 would otherwise apply where your liability shall not be capped.

We will indemnify and hold you harmless against all claims arising out of (i) any delay or failure by us to meet any of our obligations under clauses  17 (Intellectual Property and Trade Marks) and 18 (Confidentiality); and (ii) arising out of or in connection with the use of the Services by any third party, unless the claim is caused by wilful misconduct of your managerial or senior supervisory personnel. Our liability shall not exceed the Subscription Fees payable in respect of the Initial Term, save for any claims made under this clause 16.5 which relate to clause 17 (Intellectual Property and Trade Marks), clause 18 (Confidentiality), or in relation to any claim to which clause 16.3 would otherwise apply, where our liability shall not be capped.

Intellectual Property Rights (including IPR relating to the Equipment, the Software, the Documentation or the Services) will continue to be owned by their original owner.

Any IPR created, discovered or developed by us during the Term of this Contract shall remain exclusively with us. You will be able to use the rights outlined in clause 17.3.

During the Term of the Contract, we grant you a non-exclusive licence to (i) use the Software and (ii) access the Services. This licence cannot be transferred or assigned, and should only be used to the extent required for the provision of the Services by us under the terms of this Agreement.

You and your Users will not, or let anyone else, copy, modify or reverse engineer any Software, unless we have given you permission in writing.

17.4.1 You will not do anything that may harm our good reputation, products or brands; or alter the decoration or design of any part of the Equipment; or alter or remove the MachineMax Trademarks appearing on any part of the Equipment.

We may publicise, on any medium, that you are our customer, and use your logo with a general description of the Services that we provide to you.

You will use reasonable endeavours to work with us to produce a case study and testimonial regarding the Services that we provide to you.

Each Party will treat all information relating to the other Party and/or this Agreement which it receives under this Agreement as confidential and will ensure that any person who receives any confidential information complies with the same obligations set out below.

Neither Party will use the confidential information for any reason other than for the Agreement or disclose any of this confidential information to any person except for any of its Representatives who need to know this information so that they can perform their duties under the Agreement.

Either Party may disclose any confidential information: if required by law, or in relation to a court case; or to its Affiliates, professional advisers, auditors and bankers; or if the information has come into the public’s knowledge through no fault of that Party; or if the other Party has given prior written consent to the disclosure, which that Party will not unreasonably withhold.

A Party disclosing information under clause 18.3 because it is required to do so by law, must first tell the other Party that it is going to disclose the information, unless this is not permitted by Applicable Law.

The confidentiality provisions above will continue to apply after the termination or expiry of this Agreement for a period of five (5) years.

The Parties will comply with all applicable Trade Control Laws in connection with the performance of this Agreement (including relating to the use, sale and export of Equipment) and will not cause each other to breach any Trade Control Laws. Each Party may ask the other to provide evidence that the other Party is complying with this clause 19, including (with respect to you only) evidence to check the final destination of any Equipment.

You will not, directly or indirectly, sell, transfer, export or in any other way dispose or make available any Equipment to any Restricted Party or to any Restricted Jurisdiction or for end use by any Restricted Party or in any Restricted Jurisdiction, unless we confirm in writing that you can do this.

If a Party does not comply with this clause 19, if it becomes a Restricted Party, or if it otherwise becomes unlawful under Trade Control Laws for a Party to carry out any of its contractual obligations, the other Party may terminate this Agreement immediately (and, in the case of MachineMax, suspend the Services at its discretion). If the Services are suspended or the Agreement is terminated by a Party for these reasons, the Party taking such action will not be liable for any resulting losses. If we suspend or terminate, we will repay any money that you have paid us for Equipment that was not delivered, provided that this does not breach any Applicable Laws.

You will retain ownership of, and any Intellectual Property Rights in, any Input Data, subject to the usage and other rights granted under this clause 20.

We will retain ownership of any Intellectual Property Rights in any Output Data subject to the usage and other rights granted under this clause 20

We will keep secure with administrative, technical and physical safe guards the confidentiality and integrity of your Input Data in accordance with Applicable Law and subject to the other terms of this clause 20.

You hereby grant us and our Affiliates a perpetual, non-exclusive, worldwide, royalty-free and non-transferable (except pursuant to clause 20.6) licence to use, process and store Input Data for all purposes (i) in connection with the Services (including improvements to the Services, addressing technical issues, providing technical support or otherwise), and (ii) in developing additional products and services for the benefit of our customers, as part of research and development programmes, to analyse market statistics and trends, and for other internal business purposes; and to share Input Data with third parties in accordance with clause 20.6.

We hereby grant you and your Affiliates a perpetual, non-exclusive, worldwide, royalty-free and non-transferable (except pursuant to clause 20.6) licence to use, process and store Output Data for any purposes other than in connection with developing a Service that is a competitor to the Service we provide you, and to share Output Data with third parties on terms no less onerous than those described here.

We will have the right to share Input Data with third parties, including their respective suppliers, distributors and subcontractors on an anonymised basis, for any purpose in connection with the provision of the Services as we deem reasonably necessary, e.g. granting access and use rights to any third party appointed to address technical issues or provide technical support.

We both agree that to the extent any Input Data or Output Data comprises Personal Data as defined in clause 21, then the provisions of clause 21 shall apply and shall take precedence over this clause 20 in the event of any conflict or inconsistency, only to the extent necessary to resolve such conflict or inconsistency

It is acknowledged between the parties that no Personal Data (as defined in the UK Data Protection Act 2018 (the Act) is being processed by one Party on behalf of the other Party under the terms of this Agreement. Therefore, each Party agrees that it shall comply with all the obligations imposed on it as a controller under the Act. Any material breach of the Act by one Party shall, if not remedied within 30 days of written notice from the other Party, give grounds to the other Party to terminate this agreement with immediate effect.

You acknowledge that we are a wholly owned subsidiary of the Royal Dutch Shell plc group, and therefore our employees are expected to act in accordance with the “Shell General Business Principles” published at  www.shell.com/sgbp. We and our employees may refrain from performing any activities which are deemed inconsistent with these principles.  We acknowledge that you and your employees may have requirements to comply with similar corporate business principles and agree to respect your and your employees’ requirement to comply. You and we agree to comply with Applicable Law in connection with the performance of this Agreement.

You agree to allow MachineMax to use your name and logo within the MachineMax website, marketing materials and advertisements. Any use of  your name and logo or any form of wider publicity, inclusive of press release, regarding this Agreement with MachineMax must have prior approval from you, but which shall not be unreasonably withheld.

Any notices given under this Agreement shall be sent to the receiving Party’s address or email address set out in the MachineMax Order Form (or such other address we may notify to each other). E-mails are permitted.

Neither Party may assign any part of the Agreement to a third party without the prior written consent of the other Party, which consent will not be unreasonably withheld, save that either you or we may assign the Agreement to Affiliates.

Neither Party waives its rights under this Agreement unless it expressly confirms in writing that it has done so.

If any provision or part of a provision of this Agreement is invalid, illegal or unenforceable, the Parties will attempt to agree a change to the provision(s). The other provisions will stay the same.

Any variation under this Agreement shall only become effective when we tell you in writing of the changes and you have accepted them.

No provision of the Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to the Agreement.

The Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes and extinguishes any other agreement, document or pre-contractual statement, whether written or oral, relating to its subject matter. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement. Each Party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

This Agreement will be governed by the laws of India.The Parties agree that the courts of India shall be the exclusive forum to settle and resolve any Dispute between the Parties.